Commercial Lease Letter of Intent (Single-Tenant) - Florida

LETTER OF INTENT

SINGLE-TENANT COMMERCIAL LEASE -- STATE OF FLORIDA

Date: [__/__/____]

CONFIDENTIAL -- FOR DISCUSSION PURPOSES ONLY

IMPORTANT NOTICE REGARDING BINDING EFFECT UNDER FLORIDA LAW: This Letter of Intent ("LOI") is intended to be non-binding except as expressly stated in Section 20 below. Under the Florida Statute of Frauds (Fla. Stat. § 725.01), agreements not to be performed within one year must be in writing and signed. Florida courts have held that an LOI may be enforceable as a binding contract if it contains all essential terms and reflects mutual assent. Both parties are advised to seek independent legal counsel before executing this LOI.

IMPORTANT NOTICE REGARDING FLORIDA SALES TAX ON COMMERCIAL RENT: Effective October 1, 2025, Florida repealed the state sales tax on commercial rent (Fla. Stat. § 212.031) under HB 7031. This eliminates both state sales tax and county discretionary surtaxes on rent for commercial real property. Any rent attributable to periods before October 1, 2025, remains subject to the former tax even if paid after that date. This LOI reflects the post-repeal environment.

1. PARTIES

Landlord:

• Legal Name: [________________________________]
• Entity Type: [________________________________]
• State of Formation: [________________________________]
• Address for Notices: [________________________________]
• Contact Person: [________________________________]
• Email: [________________________________]
• Phone: [________________________________]

Tenant:

• Legal Name: [________________________________]
• Entity Type: [________________________________]
• State of Formation: [________________________________]
• Address for Notices: [________________________________]
• Contact Person: [________________________________]
• Email: [________________________________]
• Phone: [________________________________]

Guarantor (if applicable):

• Name: [________________________________]
• Relationship to Tenant: [________________________________]

2. PREMISES

• Property Address: [________________________________], Florida [____]
• County: [________________________________]
• Legal Description: [________________________________] (or per attached Exhibit A)
• Approximate Building Square Footage: [________________________________] RSF
• Land Area: Approximately [________________________________] acres / square feet
• Building Type: ☐ Office ☐ Retail ☐ Industrial/Warehouse ☐ Flex/R&D ☐ Distribution ☐ Other: [____________]
• Year Built / Last Renovated: [________________________________]
• Single-Tenant Structure: ☐ Freestanding building ☐ Ground lease ☐ Build-to-suit ☐ Sale-leaseback

2.1 Hurricane, Windstorm, and Flood Considerations

Florida Practice Note: Florida's exposure to hurricanes and tropical storms is the single most significant difference between Florida commercial leasing and leasing in other states. The Florida Building Code (FBC), administered under Fla. Stat. § 553.842, imposes stringent windborne debris requirements for buildings in the Wind-Borne Debris Region (WBDR), which includes all of Broward and Miami-Dade counties and coastal areas throughout the state. For single-tenant NNN leases, the tenant typically bears responsibility for building maintenance and repair, making hurricane preparedness and insurance provisions critically important.

• Wind Zone: ☐ WBDR (Wind-Borne Debris Region) ☐ Non-WBDR
• Design Wind Speed: [____] mph per FBC/ASCE 7
• Hurricane Shutters/Impact Glass: ☐ Impact-resistant glazing ☐ Hurricane shutters ☐ Both ☐ None (standard glazing)
• Roof Construction: ☐ Concrete/built-up ☐ Metal ☐ TPO/PVC membrane ☐ Other: [________________________________]
• Roof Rating: ☐ Miami-Dade NOA (Notice of Acceptance) rated ☐ FL Product Approval ☐ Other: [________________________________]
• Emergency Generator: ☐ Existing (capacity: [____] kW) ☐ Tenant may install ☐ Not available
• Flood Zone: ☐ Zone X (minimal hazard) ☐ Zone AE/A (100-year) ☐ Zone VE (coastal high hazard) per FEMA Map [________________________________]
• Flood Insurance: ☐ Required by Landlord's lender ☐ Required per flood zone ☐ Not required
• Storm Surge Zone: ☐ Evacuation Zone [____] ☐ Not in storm surge zone

2.2 Property Condition and Environmental

• Property Condition Report: ☐ Landlord to provide within [____] days ☐ Tenant to inspect within [____] days
• Acceptance: ☐ As-is (subject to Landlord Work) ☐ Subject to satisfactory inspection
• Phase I ESA: ☐ Provided ☐ To be obtained by ☐ Landlord ☐ Tenant at ☐ Landlord's ☐ Tenant's ☐ shared cost
• Radon Disclosure: Per Fla. Stat. § 404.056(5): "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department."
• ☐ Radon testing performed: results [________________________________] pCi/L
• ☐ Radon testing to be performed by Tenant during due diligence
• Mold/Moisture: ☐ No known issues ☐ Prior remediation: [________________________________]
• Sinkhole: ☐ No known sinkhole activity ☐ Prior sinkhole activity disclosed per Fla. Stat. § 627.7073: [________________________________]
• ADA Compliance: ☐ Landlord warrants ADA compliance ☐ Tenant assumes future ADA obligations
• Survey: ☐ Landlord to provide ALTA/NSPS survey ☐ Tenant to obtain

3. LEASE TERM AND COMMENCEMENT

• Initial Term: [____] years [____] months
• Anticipated Commencement Date: [__/__/____]
• Rent Commencement Date: [__/__/____] or upon the occurrence of:
• ☐ Delivery of Premises in agreed condition
• ☐ Substantial completion of Landlord Work / build-to-suit
• ☐ Issuance of certificate of occupancy or certificate of completion
• ☐ [____] days after delivery, whichever occurs first
• Lease Expiration Date: [__/__/____]
• Fixturing Period: [____] days prior to Rent Commencement (no rent, subject to insurance and permit requirements)

3.1 Delivery and Late Delivery Remedies

• Delivery Condition: ☐ Shell ☐ Turn-key per specifications ☐ As-is ☐ Build-to-suit per Section 6 ☐ Other: [________________________________]
• Outside Delivery Date: [__/__/____]
• Grace Period: [____] days
• Force Majeure Extension: ☐ Includes named storm events ☐ Capped at [____] days total
• Abatement: One (1) day of Base Rent per day of delay beyond Outside Delivery Date plus grace
• Tenant Termination Right: If not delivered within [____] days, Tenant may terminate and receive reimbursement up to $[________________________________]
• Liquidated Damages (build-to-suit): ☐ $[____] per day after [____] days ☐ Not applicable

4. BASE RENT

• Rent Escalation Method: ☐ Fixed at [____]% annually ☐ CPI-based (capped at [____]%) ☐ Fair Market Value at intervals ☐ Other: [________________________________]
• Free Rent Period: [____] months of Base Rent
• Abated Rent Repayment on Default: ☐ Yes ☐ No

5. ADDITIONAL RENT -- NNN STRUCTURE AND OPERATING EXPENSES

5.1 Lease Structure

• ☐ Absolute NNN (Bond Lease): Tenant pays all costs without exception, including structural, roof, and all maintenance. Rent payable without offset or deduction.
• ☐ Triple Net (NNN): Tenant pays all operating expenses, taxes, insurance. Landlord retains responsibility for structural repairs and roof replacement.
• ☐ Modified NNN / Double Net (NN): Tenant pays taxes and insurance; Landlord pays structural and [________________________________].
• ☐ Modified Gross: Base Rent includes [________________________________]; Tenant pays increases above Base Year.
• ☐ Other: [________________________________]

5.2 Florida Sales Tax on Rent -- Post-Repeal Provisions

Florida Practice Note: Florida was historically the only state that imposed a general sales tax on commercial rent. Effective October 1, 2025, HB 7031 repealed Fla. Stat. § 212.031, eliminating the state sales tax and all county discretionary surtaxes on the rental of commercial real property. For Leases commencing after October 1, 2025, no sales tax on rent applies. However, certain charges that are not "rent" (e.g., separately stated personal property rentals, certain services) may remain subject to Florida sales tax under Fla. Stat. Ch. 212. For single-tenant NNN leases where Tenant pays all expenses directly, confirm which payments to third parties may still be subject to sales tax.

• Sales Tax on Rent: ☐ Not applicable (Lease commences after October 1, 2025) ☐ Transitional provisions apply
• Transitional Provision (if applicable): Rent attributable to periods before October 1, 2025, remains taxable at the applicable rate ([____]% state + [____]% county surtax)
• Sales Tax on Other Charges: Tenant shall be responsible for any applicable sales tax on separately stated charges for personal property, services, or other items that remain taxable under Fla. Stat. Ch. 212

5.3 Estimated NNN Costs (Year 1)

5.4 Real Property Taxes -- Florida-Specific Provisions

Florida Practice Note: Florida property is assessed annually by each county's Property Appraiser. Commercial property assessments are not subject to the Save Our Homes cap (Art. VII, § 4, Fla. Const.), which only applies to homesteaded residential property. Commercial assessments can increase without limitation. Under Fla. Stat. § 194.011 et seq., property owners may petition the Value Adjustment Board (VAB) to challenge assessments. Additionally, Florida imposes no state income tax, making property taxes a major revenue source.

• Real Property Taxes: Tenant pays 100% of real property taxes
• Tax Challenge Rights:
• ☐ Landlord shall challenge assessments in good faith
• ☐ Tenant may direct Landlord to file VAB petition
• ☐ Tenant entitled to 100% of refund net of costs
• ☐ Tax counsel selected by ☐ Landlord ☐ Tenant ☐ mutual agreement
• CDD Assessments: ☐ Tenant pays 100% ☐ Excluded from NNN ☐ CDD of $[____]/RSF annually
• Special Assessments (Municipal): ☐ Tenant pays 100% ☐ Amortized over [____] years
• Tax Abatement/Incentive: ☐ Landlord holds/will seek incentive ☐ Tenant receives benefit ☐ Not applicable
• Newly Constructed Improvements: Tenant acknowledges initial assessments may be incomplete; subsequent reassessments may increase significantly

5.5 Insurance -- Hurricane and Windstorm Focus

Florida Practice Note: Florida commercial property insurance is among the most expensive in the nation due to hurricane exposure. For single-tenant NNN leases where Tenant bears insurance responsibility, the following considerations are critical: (1) Named storm deductibles are typically 2-5% of insured value; (2) Flood insurance may be required if in a FEMA flood zone; (3) Windstorm coverage may require a separate policy through Citizens Property Insurance Corporation or the private market; (4) Business interruption insurance should account for extended restoration periods following major hurricane events.

• Property Insurance:
• ☐ Tenant procures and pays for all property insurance (building, improvements, personal property) at full replacement cost
• ☐ Landlord procures, Tenant reimburses 100%
• Coverage must include: ☐ Windstorm/named storm ☐ Flood (if in flood zone) ☐ Sinkhole (if applicable per Fla. Stat. § 627.706) ☐ Ordinance or law coverage ☐ Equipment breakdown
• Named Storm Deductible: [____]% of total insured value. If Landlord procures: deductible expense is ☐ Tenant's responsibility (NNN) ☐ amortized over [____] years
• Liability Insurance:
• CGL: $[________________________________] per occurrence / $[________________________________] aggregate
• Umbrella/Excess: $[________________________________]
• Workers' Compensation: Statutory limits per Fla. Stat. Ch. 440
• Business Auto: $[________________________________]
• Environmental Liability: ☐ Required ☐ Not required
• Pollution Legal Liability: ☐ Required for industrial use ☐ Not required
• Additional Insured: Landlord and Landlord's lender
• Waiver of Subrogation: Mutual
• Business Interruption: ☐ Required -- minimum [____] months coverage (should include extended period of indemnity to account for post-hurricane restoration delays) ☐ Recommended
• Citizens Property Insurance: If commercial property insurance is obtained through Citizens Property Insurance Corporation (Florida's insurer of last resort), Tenant acknowledges potential assessments and surcharges

5.6 Maintenance, Repairs, and Capital Expenditures

• Capital Expenditures (if Landlord responsible): Amortized over useful life per GAAP with interest at [____]%
• Roof and HVAC Warranty: Landlord to assign existing manufacturer warranties
• Management Fee: ☐ [____]% of Base Rent ☐ $[____]/month ☐ Tenant self-manages

6. BUILD-TO-SUIT PROVISIONS (IF APPLICABLE)

• ☐ This is a build-to-suit (complete this section)
• ☐ Not a build-to-suit (skip to Section 7)

If build-to-suit:

• Building Specifications:
• Size: approximately [________________________________] RSF
• Clear height: [____] feet
• Column spacing: [________________________________]
• Loading: [____] dock doors / [____] grade-level doors
• Power: [____] amps / [____] volts / [____] phase
• HVAC: ☐ Office only ☐ Full building ☐ Per specifications
• Fire suppression: ☐ ESFR ☐ In-rack ☐ Ordinary hazard
• Office: approximately [____] RSF
• Florida Building Code Compliance: All construction must comply with the current Florida Building Code edition, including wind-load requirements for [________________________________] County (design wind speed: [____] mph)
• Plans and Specifications: Landlord to prepare within [____] days; Tenant to approve within [____] business days
• Construction Budget: $[________________________________] ($[____]/RSF)
• Cost Overruns: ☐ Landlord bears all ☐ Tenant bears change-order costs ☐ Overruns above [____]% require approval
• Hurricane Season Construction: If construction spans hurricane season (June 1 - November 30), Landlord shall implement hurricane preparedness measures for the construction site. Force majeure delay of [____] days per named storm event affecting [________________________________] County.
• Construction Timeline: Approximately [____] months from permit issuance
• Substantial Completion: Building substantially complete per plans, systems operational, CO issued

6.1 Florida-Specific Construction Requirements

• Permitting: All permits from [________________________________] County/City building department
• Impact Fees: ☐ Landlord ☐ Tenant ☐ Shared ☐ Included in construction budget
• Concurrency (if applicable): Transportation and utility concurrency requirements under local comprehensive plan: ☐ Met ☐ To be addressed
• Water Management District Permit: ☐ Required (SFWMD/SJRWMD/SWFWMD/NWFWMD) ☐ Not required
• Construction Liens (Fla. Stat. Ch. 713):
• Landlord shall file Notice of Commencement with the county clerk within [____] days of construction start
• Tenant shall have the right to verify that all lien waivers are obtained
• Landlord shall bond off any construction liens within [____] days of filing

6.2 Hurricane Hardening Standards

• Window/Door Protection: ☐ Impact-resistant glazing per Miami-Dade NOA or FL Product Approval ☐ Hurricane shutters ☐ Both
• Roof System: ☐ Rated for design wind speed of [____] mph ☐ Miami-Dade NOA rated ☐ FM Global rated
• Emergency Power: ☐ Generator (capacity: [____] kW) ☐ Pre-wired for generator ☐ Not included
• Drainage/Stormwater: Per [________________________________] County stormwater management requirements

7. TENANT IMPROVEMENTS (IF NOT BUILD-TO-SUIT)

• TI Allowance: $[____]/RSF ($[________________________________] total)
• Allowance Applicability: ☐ Hard costs ☐ Hard and soft costs ☐ Including FF&E ☐ Including A&E and permit fees
• Unused Allowance: ☐ Forfeited ☐ Applied to rent ☐ Paid to Tenant (capped at [____]%)
• Disbursement: ☐ Landlord-funded ☐ Direct payment upon lien waivers ☐ Reimbursement
• Construction Liens: Tenant shall ☐ bond off liens within [____] days ☐ provide final lien waivers from all contractors

8. PERMITTED USE

• Primary Use: [________________________________]
• Ancillary Uses: [________________________________]
• Prohibited Uses: [________________________________]
• Zoning: Current classification: [________________________________]. Tenant acknowledges responsibility to verify compliance with county/municipal land development code.
• Governmental Approvals: ☐ Tenant responsible ☐ Landlord to assist with zoning/variance
• Local Business Tax Receipt: ☐ Tenant to obtain
• Hazardous Materials: ☐ Permitted per applicable law (list: [________________________________]) ☐ De minimis only
• DEP/Environmental Permits: ☐ Required: [________________________________] ☐ Not required

9. RENEWAL OPTIONS

• Number of Renewal Options: [____]
• Renewal Term Length: [____] years each
• Renewal Rental Rate:
• ☐ Fair Market Value (see Section 9.1)
• ☐ Fixed escalation of [____]%
• ☐ CPI-adjusted (capped at [____]%)
• ☐ Greater of FMV or [____]%
• ☐ Predetermined schedule: [________________________________]
• Notice Period: [____] months prior to expiration
• Conditions: ☐ No uncured default ☐ Tenant in occupancy ☐ Original Tenant or permitted assignee

9.1 Fair Market Value Determination

1. Negotiation: [____] days after exercise
2. Appraiser Process: Each party appoints a Florida-certified general appraiser with [____]+ years' experience in [________________________________] County within [____] days; they select a third within [____] days; each determines FMV within [____] days
3. Resolution: Average of two closest values
4. Exclusions: Tenant-funded improvements, sublease premium, post-hurricane market distortions
5. Floor: Not less than [____]% of final-year rent
6. Costs: Each party pays its own; third appraiser shared

10. PURCHASE OPTION

• ☐ No purchase option
• ☐ Purchase option granted:
• Exercise Window: Month [____] through month [____]
• Purchase Price:
• ☐ Fixed: $[________________________________]
• ☐ FMV by appraisal
• ☐ Formula: [________________________________]
• ☐ Cap rate of [____]% on trailing 12-month NOI
• Closing: Within [____] days after exercise
• Title: Warranty deed per Fla. Stat. § 689.02, free of liens except [________________________________]
• Title Insurance: ☐ Landlord ☐ Tenant ☐ Shared (Florida custom varies by county -- some are "seller pays" counties)
• Survey: Updated ALTA/NSPS at ☐ Landlord's ☐ Tenant's cost
• Documentary Stamp Tax: Per Fla. Stat. § 201.02, documentary stamps at $0.70 per $100 of consideration (except Miami-Dade at $0.60 per $100 plus surtax of $0.45 per $100). Allocation: ☐ Seller/Landlord ☐ Buyer/Tenant ☐ Per county custom
• Intangible Tax (if mortgage): Fla. Stat. § 199.133 -- $0.002 per $1.00 of new mortgage indebtedness
• Due Diligence: [____] days for environmental, structural, title, and survey review
• Financing Contingency: ☐ Yes, [____] days ☐ No
• ROFR Alternative: ☐ Tenant has [____] days to match third-party offer

11. GROUND LEASE PROVISIONS (IF APPLICABLE)

• ☐ Ground lease (complete this section)
• ☐ Not a ground lease (skip to Section 12)

If ground lease:

• Ground Rent: $[____]/acre per year, escalating [____]% every [____] years
• Ground Lease Term: [____] years, plus [____] renewal(s) of [____] years
• Tenant's Improvements: Tenant constructs, owns, and maintains all improvements
• Florida Building Code: All construction must meet current FBC requirements for [________________________________] County
• Hurricane Standards: Improvements must meet wind-load requirements for design wind speed of [____] mph
• Ownership at Expiration: ☐ Title reverts to Landlord ☐ Tenant removes ☐ Landlord purchases at FMV
• Leasehold Mortgage: ☐ Permitted ☐ Subject to Landlord consent ☐ Mortgagee protections provided
• Subordination: ☐ Fee subordinated ☐ Fee not subordinated
• Documentary Stamps on Ground Lease: Under Fla. Stat. § 201.02, documentary stamps may apply to the total consideration under the ground lease. Confirm with Florida tax counsel.

12. EXPANSION, CONTRACTION, AND EARLY TERMINATION

• ☐ Expansion Option: Right to expand onto adjacent land/building at $[____]/RSF within [____] months of notice
• ☐ Contraction Right: Surrender [____]% of Premises after Year [____] with [____] months' notice and $[________________________________] payment
• ☐ Early Termination Option: Terminate after Year [____] with [____] months' notice and fee of $[________________________________]

13. SIGNAGE

• Building Signage: ☐ Tenant has exclusive signage rights (all elevations)
• Monument/Pylon: ☐ Tenant-exclusive monument sign at property entrance, subject to county/municipal sign code and any HOA/POA restrictions
• LED/Electronic Signage: ☐ Permitted (subject to local ordinance) ☐ Not permitted
• Costs: ☐ Tenant ☐ Landlord
• Removal: Tenant to remove and restore at expiration

14. PARKING AND SITE

• Parking Spaces: [____] total
• Parking Ratio: [____] per 1,000 RSF
• Surface/Structured: ☐ Surface ☐ Covered ☐ Garage
• Truck Court/Loading: ☐ [____] docks (dock-high) ☐ [____] grade-level doors ☐ Truck court with [____]-foot apron
• Trailer Parking: ☐ [____] spots ☐ Not applicable
• Stormwater Retention: ☐ On-site retention pond/system ☐ Off-site
• EV Charging: ☐ Available ☐ Tenant may install ☐ Not available
• Maintenance: ☐ Tenant (NNN) ☐ Landlord

15. ASSIGNMENT AND SUBLETTING

• Landlord Consent: Required, not to be unreasonably withheld, conditioned, or delayed
• Permitted Transfers: No consent required for:
• ☐ Affiliates
• ☐ Successors by merger/consolidation
• ☐ Purchasers of substantially all assets
• Provided transferee has net worth of at least $[________________________________]
• Recapture Right: ☐ Yes ☐ No
• Profit Sharing: ☐ [____]% to Landlord ☐ No profit sharing
• Release of Original Tenant: ☐ Released upon assignment ☐ Remains liable
• Response Time: [____] business days

16. SECURITY DEPOSIT AND FINANCIAL ASSURANCES

Florida Practice Note: Unlike residential security deposits (governed by Fla. Stat. § 83.49), commercial security deposits in Florida are governed entirely by the lease terms. There is no statutory requirement to hold commercial deposits in a separate account, pay interest, or return them within a specific timeframe.

• Security Deposit: $[________________________________] ([____] months' Base Rent)
• Form: ☐ Cash ☐ Letter of credit ☐ Either
• Burn-Down: Reduces to $[________________________________] after Year [____]
• Return: Within [____] days after expiration and surrender
• Letter of Credit: Evergreen, drawable on sight, from a bank with Florida offices
• Guaranty: ☐ Full-term guaranty ☐ Burn-off after [____] years ☐ Capped at $[________________________________] ☐ Not required
• Financial Reporting: ☐ Annual ☐ Quarterly statements within [____] days

17. SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT (SNDA)

• Landlord to deliver SNDA from existing lender(s) within [____] days of Lease execution
• SNDA protects Tenant's possession if not in default beyond cure periods
• Tenant subordinates to future mortgages provided SNDA delivered
• Estoppel Certificates: Within [____] business days of request

18. CASUALTY AND CONDEMNATION

18.1 Casualty -- Including Hurricane Damage

Florida Practice Note: Casualty provisions in Florida single-tenant NNN leases must specifically address hurricane damage. Key considerations include: (1) Extended restoration timelines -- post-hurricane restoration can take 6-18+ months due to contractor demand, material shortages, and insurance claim processing; (2) Named-storm deductible allocation; (3) Business continuity during restoration; (4) Government-imposed access restrictions following a hurricane; (5) Code upgrade requirements -- the FBC may require upgraded building standards when repairs exceed 50% of the building's value (substantial improvement threshold per FEMA/FBC).

• Landlord (or Tenant, if absolute NNN) to notify the other of estimated restoration within [____] days
• If restoration exceeds [____] days (or [____] days for named-storm damage), either party may terminate
• Rent abates proportionately during restoration
• Named Storm Provisions:
• ☐ Extended restoration period of [____] days for named-storm damage
• ☐ Force majeure tolling of [____] days for insurance claim processing
• ☐ If Building is a total loss or damage exceeds [____]% of replacement cost, either party may terminate
• ☐ Substantial improvement: If repairs exceed 50% of Building value, Building must be brought into full compliance with current FBC (cost borne by ☐ Landlord ☐ Tenant ☐ shared)
• Termination right if casualty during last [____] months of term
• Insurance Proceeds (Absolute NNN): ☐ Tenant controls restoration ☐ Landlord controls

18.2 Condemnation

• Either party may terminate if all or material portion taken
• Tenant has independent right to claim relocation, goodwill, and unamortized improvements
• Partial condemnation: Lease continues with rent reduction if less than [____]% taken

19. DEFAULT AND REMEDIES

19.1 Tenant Default

• Monetary Default: Failure to pay within [____] days after written notice
• Non-Monetary Default: Failure to cure within [____] days (or longer if reasonably needed)
• Bankruptcy: Per applicable bankruptcy code

Florida Practice Note: Florida provides specific remedies for commercial landlords. Under Fla. Stat. § 83.20, a landlord of nonresidential property may serve a 3-day notice to pay or vacate for monetary defaults. The notice must strictly comply with statutory requirements. Under Fla. Stat. § 83.05, a landlord may distrain (seize) a commercial tenant's personal property for unpaid rent, though this remedy is disfavored in modern practice and requires careful procedural compliance. For NNN leases where the landlord receives net rent, these remedies are particularly important to protect the rental income stream.

19.2 Landlord Default

• Failure to perform within [____] days after written notice
• Tenant's remedies: ☐ Self-help with offset (capped at [____]%) ☐ Rent abatement ☐ Termination after repeated defaults ☐ Suit for damages

20. BINDING AND NON-BINDING PROVISIONS

20.1 Non-Binding Provisions

All provisions other than Section 20.2 are non-binding. Neither party shall have liability for failure to negotiate or execute a Lease.

20.2 Binding Provisions

The following are binding upon execution:

(a) Exclusivity Period. Through [__/__/____], Landlord shall not market or negotiate with others for the Premises.

(b) Confidentiality. Terms confidential except to attorneys, accountants, brokers, lenders, and investors.

(c) Brokerage. See Section 21. Indemnification is binding.

(d) Governing Law and Venue. See Section 22.

(e) Expenses. Each party bears its own costs.

(f) Due Diligence Access. During the Exclusivity Period, Landlord shall provide reasonable access for inspection, environmental testing, and due diligence upon [____] hours' notice. Tenant shall indemnify Landlord for damage and maintain insurance.

21. BROKERS

• Landlord's Broker: [________________________________], License No. [________________________________]
• Tenant's Broker: [________________________________], License No. [________________________________]
• Commission: Per separate agreement
• Indemnity: Each party represents no other broker and indemnifies the other
• Florida Licensing: All brokers must hold active licenses per Fla. Stat. Ch. 475

22. GOVERNING LAW AND VENUE

• Governing Law: State of Florida, without regard to conflict-of-laws
• Venue: State or federal courts in [________________________________] County, Florida
• Jury Waiver: ☐ Waived ☐ Not waived
• Attorney's Fees: ☐ Prevailing party entitled to reasonable fees per Fla. Stat. § 57.105 ☐ Each party bears its own
• Mediation: ☐ Pre-suit mediation required per Fla. Stat. Ch. 44 ☐ Not required

23. NEGOTIATION TIMELINE

24. ADDITIONAL TERMS AND CONDITIONS

24.1 Documentary Stamp Tax

Florida Practice Note: Under Fla. Stat. § 201.02, documentary stamp tax is imposed on deeds and other instruments transferring interests in Florida real property at $0.70 per $100 of consideration (Miami-Dade County has a different rate structure). Standard commercial leases are generally not independently subject to documentary stamp tax. However, if the LOI or Lease contains a purchase option or other provision that could be characterized as a transfer of interest, documentary stamps may apply. Consult Florida tax counsel.

24.2 Environmental

• Landlord represents compliance with CERCLA, RCRA, Fla. Stat. Ch. 376, and applicable DEP regulations
• If Phase I reveals RECs: ☐ Terminate LOI ☐ Require Phase II ☐ Negotiate remediation
• Tenant environmental obligations: [________________________________]
• Underground Storage Tanks (USTs): ☐ Present on property -- compliance with Fla. Stat. Ch. 376, Part IV ☐ No USTs

24.3 Utilities

• ☐ All utilities separately metered and paid directly by Tenant (standard for single-tenant NNN)
• Backup Power: ☐ Tenant may install generator at [________________________________] location ☐ Generator pad provided

24.4 Holdover

• Holdover rate: [____]% of then-current Base Rent plus all NNN charges

24.5 Force Majeure

• Includes acts of God, war, terrorism, pandemic, government action, labor disputes, material shortages, and named storm events (hurricanes, tropical storms, tropical depressions)
• Named storm force majeure specifically includes: government-ordered evacuations, curfews, and restricted access zones following a hurricane event
• Does not excuse Tenant's rent obligation

24.6 Hurricane Preparedness

• Tenant shall maintain a written hurricane preparedness plan addressing building protection, data backup, employee safety, and business continuity
• Tenant shall secure or remove exterior loose items, signage, and temporary structures in advance of a named storm warning affecting [________________________________] County
• Post-storm: Tenant shall not re-enter the Premises until Landlord (or Tenant, if NNN) confirms structural safety, unless government access restrictions have been lifted

24.7 Sale-Leaseback (if applicable)

• ☐ Sale-leaseback transaction
• Purchase Price: $[________________________________]
• Documentary Stamps: Per Section 24.1
• Closing: Simultaneous with Lease on [__/__/____]
• Tenant's ROFR on Resale: ☐ Yes ☐ No

25. PRACTICE TIPS FOR FLORIDA SINGLE-TENANT COMMERCIAL LEASE LOI

For Tenant's Counsel:
- Sales Tax Repeal: Confirm all Lease provisions reflect the repeal of Fla. Stat. § 212.031. Remove legacy sales tax clauses. Verify which non-rent charges may still be subject to Ch. 212 sales tax.
- Insurance: Florida commercial property insurance costs can equal or exceed property taxes. In a NNN lease, negotiate: (a) the right to select insurers and obtain competitive quotes; (b) clarity on named-storm deductible responsibility; (c) adequate business interruption coverage with extended indemnity period (12-18 months recommended for hurricane zones).
- Hurricane Construction Standards: For build-to-suit or new construction, require compliance with the latest FBC wind-load standards. Consider requiring Miami-Dade NOA-rated products even outside Miami-Dade County for superior performance.
- Sinkhole and Radon: Request sinkhole disclosure per Fla. Stat. § 627.7073 and radon testing per Fla. Stat. § 404.056(5). Both are material concerns depending on location.
- Property Tax Protests: In a single-tenant building, Tenant pays 100% of taxes. Negotiate direct control over VAB petitions and tax counsel selection.
- CDD Assessments: Common in newer Florida developments (especially Central and South Florida). CDD assessments can add $0.50-$3.00+/RSF annually and typically cannot be protested. Verify CDD status before signing.
- Construction Liens: Florida's Construction Lien Law (Ch. 713) provides strong contractor protections. In build-to-suit transactions, require Notice of Commencement, progress lien waivers, and final lien waivers.
- Mold/Moisture: Florida's subtropical climate makes mold a persistent concern. Negotiate clear mold remediation responsibilities and require HVAC specifications that control humidity.

For Landlord's Counsel:
- Non-Binding Language: Clear disclaimers per Florida Statute of Frauds.
- Credit Underwriting: NNN leases are credit plays. Require financial statements, guaranty, and/or LC.
- Hurricane Force Majeure: Define named-storm force majeure precisely, including tolling of delivery dates and construction timelines.
- Distress for Rent: While Fla. Stat. § 83.05 provides a distress remedy, it is rarely used. Standard default and eviction remedies under § 83.20 are more practical.
- Absolute NNN vs. Standard NNN: If absolute NNN, ensure Tenant explicitly assumes roof, structure, and all capital expenditure risk. Include clear waiver of implied warranties.
- Sale-Leaseback: If sale-leaseback, coordinate documentary stamp tax obligations and verify title insurance requirements.

SIGNATURES

This LOI is executed as of the date first written above. This LOI is non-binding except as expressly set forth in Section 20.2.

LANDLORD:                                    TENANT:

_______________________________________      _______________________________________
Entity Name                                  Entity Name

By: ____________________________________     By: ____________________________________
Name: __________________________________     Name: __________________________________
Title: _________________________________     Title: _________________________________
Date: [__/__/____]                           Date: [__/__/____]


GUARANTOR (if applicable):

_______________________________________
Guarantor Name

By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: [__/__/____]

SOURCES AND REFERENCES

• Fla. Stat. Ch. 83 (Landlord and Tenant): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0000-0099/0083/0083.html
• Fla. Stat. § 212.031 (Repealed Oct. 1, 2025): http://www.leg.state.fl.us/statutes/
• HB 7031 (2025) -- Sales Tax Repeal: https://www.flsenate.gov/Session/Bill/2025/7031
• Fla. Stat. § 201.02 (Documentary Stamp Tax): https://www.flsenate.gov/Laws/Statutes/2024/201.02
• Fla. Stat. Ch. 713 (Construction Lien Law): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0713/0713.html
• Fla. Stat. § 404.056(5) (Radon Disclosure): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0400-0499/0404/0404.html
• Florida Building Code: https://www.floridabuilding.org/
• Florida Department of Revenue -- Sales Tax Repeal: https://floridarevenue.com/taxes/tips/Documents/TIP_25A01-04.pdf
• Citizens Property Insurance Corporation: https://www.citizensfla.com/